Set Up Limited Company

How many shares should my new Company issue?

When starting a UK limited company, you can issue any number of shares, with no statutory minimum beyond one. Most new companies issue 100 ordinary shares of £1 each, providing clear percentage splits and flexibility for future ownership changes. Starting with a divisible share structure simplifies later transfers and additional investment.

How many shares should my new Company issue? - GoForma Limited Company | UK Accountants & Tax Advisors
This article is part of our Set Up Limited Company guide — your essential resource for understanding the basics.

Key takeaways

  • A minimum of one share must be issued when incorporating a UK limited company.
  • Many start-ups issue 100 shares of £1 each, with each share representing 1 per cent ownership.
  • Issuing more shares at incorporation makes future transfers and splits easier without creating fractional percentages.
  • The number of shares is a strategic choice; there is no Companies House maximum limit.
  • Sole traders issuing a single share can face complications when splitting ownership later.

How many shares to issues with a new Limited Company:

A minimum of one share must be issued upon incorporating. Additionally, if you plan on having more than one shareholder, then you must issue at least one share per shareholder.

Often, individuals who wish to be sole owners issue a single share in order to own 100% of their company. However, if they later wish to split the ownership, or change the structure of the business, having only 1 share could lead to complications down the line.

A common practice is to issue share capital which is easily divisible in the future (for example it may be best to issue 50 or 100 shares upon incorporation). By doing so this will allow you to change the ownership of shares more easily down the road. Many businesses tend to issue 100 shares of £1 each, with each share representing 1% of the business.

Frequently asked questions

How many shares must I issue when forming a UK limited company?

You must issue a minimum of one share. If you have multiple shareholders, you must issue at least one share per shareholder. There is no statutory maximum. The most common starting structure is 100 shares of £1 each, as this provides flexibility for future splits and transfers.

Why do most new companies issue 100 shares?

Issuing 100 shares allows each share to represent 1 per cent of the company, making ownership percentages straightforward. This number is highly divisible, so if you bring on investors or employees later, you can split shares cleanly without creating awkward fractional percentages.

What happens if I issue only one share?

A single share works for sole ownership but causes problems if you later want to bring in partners or employees. Splitting one share between multiple people creates fractional percentages, complicating future transfers and tax reporting. You would need to allot new shares, which requires Form SH01 filing.

Can I issue a different number of shares?

Yes. You can issue 50, 500, 1,000 or any other number. Choose a structure you can divide evenly if you anticipate future ownership changes. Avoid odd numbers that do not divide cleanly, as they create fractional ownership stakes.

Do I need Companies House approval for my share structure?

No. Companies House does not set minimum or maximum share capital. The 2006 Companies Act abolished the requirement for authorised share capital. You are free to choose your share number and nominal value when you incorporate.

What nominal value should my shares have?

Most UK companies issue shares at £1 nominal value, but you can choose any amount. £1 shares are simplest for accounting. The nominal value does not have to match what shareholders actually pay; you can issue them at a premium if needed.

How do I change the number of shares after incorporation?

To issue new shares, you must allot them formally. This requires a board resolution, compliance with pre-emption rights (if your articles impose them), and filing Form SH01 with Companies House within one month. Stamp duty does not apply to allotments, only transfers.

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